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34/F, Tower 3, China Central Place, 77 Jianguo Road, Beijing 100025, China
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About Shandong Xinhua Pharmaceutical Company Limited(000756)
The first extraordinary general meeting in 2021, the second class a shareholders’ meeting in 2021 and
Legal opinion of the second H-share general meeting in 2021
Shandong Xinhua Pharmaceutical Company Limited(000756) ：
Entrusted by your company, we appointed a lawyer to attend the first extraordinary general meeting of your company in 2021 (hereinafter referred to as the extraordinary general meeting) The second A-share general meeting in 2021 (hereinafter referred to as A-share general meeting) and the second H-share general meeting in 2021 (hereinafter referred to as H-share general meeting, together with the extraordinary general meeting and A-share general meeting, hereinafter referred to as this general meeting). In accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the rules for the general meeting of shareholders) This legal opinion is issued in accordance with the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the detailed rules for online voting) and other relevant laws, administrative regulations, normative documents and the articles of association of your company. In order to issue this legal opinion, our lawyers attended the shareholders’ meeting as nonvoting delegates, reviewed the originals or photocopies of relevant documents of the shareholders’ meeting provided by your company, including (but not limited to) various agenda and relevant resolutions of the shareholders’ meeting, and listened to your statements and explanations on relevant facts. Your company has guaranteed and promised that the documents provided and the statements and explanations made by your company are complete, true and valid, the relevant originals and their signatures and seals are true, and all facts and documents sufficient to affect this legal opinion have been disclosed to us without any concealment or omission.
In this legal opinion, our lawyers only express legal opinions based on the facts occurring before the date of issuance of this legal opinion and based on our lawyers’ understanding of the facts and relevant laws. In this legal opinion, the exchange only gives opinions on the legal issues involved in the general meeting of shareholders.
This legal opinion is only for the purpose of the general meeting of shareholders of your company, and shall not be used by anyone for any other purpose. We hereby agree that your company may publicly disclose this legal opinion as one of the announcement materials of the general meeting of shareholders of your company, and shall be responsible for the legal opinions issued by this company according to law.
In accordance with the requirements of relevant laws, administrative regulations, normative documents such as the detailed voting rules and the articles of association of your company, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, we have verified and verified the above documents and relevant facts provided by your company, and hereby issue the following legal opinions:
1、 Convening and convening procedures of the general meeting of shareholders
1. The fifth extraordinary meeting of the 10th board of directors of your company in 2021 made a resolution on November 23, 2021, approving your company to convene this general meeting of shareholders.
2. On December 15, 2021, your company issued the notice of Shandong Xinhua Pharmaceutical Company Limited(000756) on convening the first extraordinary general meeting in 2021, the second A-share general meeting in 2021 and the notice of Shandong Xinhua Pharmaceutical Company Limited(000756) extraordinary general meeting and H-share general meeting respectively, and reported the time and place of the on-site meeting, online voting time, participants The measures for attending the meeting and the matters to be considered shall be announced on the website of Shenzhen Stock Exchange, the website of the stock exchange of Hong Kong Limited, the website of your company, China Securities Times and cninfo, and shall be delivered to all H-share shareholders.
3. The on-site meeting of the general meeting of shareholders was held in the conference room of your company and presided over by Mr. Zhang Daiming, chairman of your company. The combination of on-site voting and online voting is adopted for the extraordinary general meeting of shareholders and the general meeting of shareholders of class A shares, and on-site voting is adopted for the general meeting of shareholders of class H shares.
The exchange believes that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of association of your company.
2、 Qualifications of convener and personnel attending the general meeting of shareholders
1. Convener
The convener of this general meeting of shareholders is the board of directors of your company, and the qualification of the convener meets the provisions of the company law, the rules of general meeting of shareholders and the articles of association of your company.
2. Personnel attending the general meeting of shareholders
(1) Extraordinary general meeting
A total of 14 shareholders and their proxies attended the on-site meeting of your company’s extraordinary general meeting and online voting, representing 264962112 shares of your company, accounting for about a share of your company’s equity in this general meeting
42.23% of the total share capital of 627367447 shares on the registration date (December 28, 2021).
(2) Class a shareholders’ meeting
A total of 13 shareholders and their proxies attended the on-site meeting of your company’s A-share shareholders’ meeting and online voting, representing 231692912 shares of your company, accounting for about 53.59% of the total number of 432367447 A-share shares of your company on the A-share equity registration date of this shareholders’ meeting (December 28, 2021). (3) Class H shareholders’ meeting
A total of one shareholder and shareholder agent attended the on-site meeting of the H-share general meeting of your company, representing 33269200 shares of your company, accounting for about 17.06% of the total 195000000 H-shares of your company on the H-share equity registration date of this general meeting (December 28, 2021).
Some directors, supervisors and senior managers of your company attended the meeting as nonvoting delegates.
Since the qualification of shareholders participating in online voting is verified by the trading system and Internet voting system of Shenzhen Stock Exchange when they conduct online voting, this exchange is unable to verify and confirm the qualification of shareholders participating in online voting. On the premise that the qualifications of shareholders participating in online voting comply with relevant laws, administrative regulations, normative documents and the articles of association of your company, the exchange believes that the above-mentioned persons are qualified to attend the general meeting of shareholders.
3、 Voting procedures of the general meeting of shareholders
1. The shareholders attending the shareholders’ meeting respectively considered the proposals listed in the notice of the shareholders’ meeting, and voted on them item by item by open ballot. Your company conducted vote monitoring, vote verification and vote counting in accordance with the provisions of the articles of association of your company.
2. After the online voting of the general meeting of shareholders, Shenzhen Securities Information Co., Ltd. made statistics on the online voting of the extraordinary general meeting of shareholders and the general meeting of A-share shareholders respectively. Your company consolidated the voting results of on-site meeting voting and online voting respectively. According to the statistical results provided by your company, all proposals of the general meeting of shareholders were passed.
The exchange believes that the voting procedures of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association of your company, and the voting results are legal and valid.
In conclusion, the exchange believes that the convening and convening procedures of the first extraordinary general meeting of shareholders in 2021, the second A-share general meeting in 2021 and the second H-share general meeting in 2021 comply with relevant laws and administrative regulations such as the company law, the securities law, the rules for general meetings of shareholders, online voting rules, etc According to the provisions of the normative documents and the articles of association of your company, the qualifications of the convener and the personnel attending the meeting are legal and valid, the voting procedures are legal, and the resolutions passed are legal and valid.
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